Charles Dockendorff
HAEMONETICSAbout Charles J. Dockendorff
Independent director of Haemonetics (age 70), serving since 2014; Chair of the Audit Committee and member of the Governance & Compliance Committee. Retired EVP & CFO of Covidien plc (and predecessor Tyco Healthcare) from 1995–2015, with earlier finance roles at Kendall Healthcare Products, Epsco, Infrared Industries, Arthur Young (Ernst & Young), and General Motors. Designated an SEC “audit committee financial expert” by HAE’s Board; current public company directorships include Hologic, Inc. and Keysight Technologies, Inc.; previously a director of Boston Scientific Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien plc / Tyco Healthcare | EVP & Chief Financial Officer | 1995–2015 | Led accounting, financial management, planning, and enterprise risk management . |
| Kendall Healthcare Products Company | Controller; later VP & Controller | Controller in 1989; promoted ~1994 | Foundation of Tyco Healthcare business; advanced to VP & Controller five years after joining . |
| Epsco, Inc.; Infrared Industries, Inc. | CFO; VP Finance; Treasurer | Not disclosed | Senior finance leadership roles . |
| Arthur Young & Company (Ernst & Young LLP) | Accountant | Early career | Public accounting experience . |
| General Motors Corporation | Accountant | Early career | Corporate accounting experience . |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Hologic, Inc. | Director | Current | Listed as current public company board service . |
| Keysight Technologies, Inc. | Director | Current | Listed as current public company board service . |
| Boston Scientific Corporation | Director | Prior | Previously served as a director . |
| Various (external audit committees) | Audit Committee Member | Prior | HAE Board previously determined his service on three other public-company audit committees would not impair his HAE audit chair role; as of May 1, 2025 he no longer serves on >3 audit committees . |
Board Governance
- Committees: Audit (Chair); Governance & Compliance (Member) .
- Audit Committee responsibilities include oversight of financial reporting, internal controls, internal audit, external auditor selection/fee pre-approval, financial risk assessments, and review of transactions under the Related Party Transactions Policy .
- Independence: HAE determined all directors except the CEO are independent; Dockendorff is listed as independent .
- Financial expert: Dockendorff is designated an SEC “audit committee financial expert” .
- Executive sessions: Held at each quarterly Board meeting and as requested by independent directors; presided by the Board Chair .
- Meetings & attendance (FY 2025): All directors attended at least 75% of meetings; all directors attended the 2024 Annual Meeting. Meeting counts: Board 7; Audit 9; Compensation 5; Governance & Compliance 4; Technology 4 .
| FY 2025 Meeting Counts | Board | Audit | Compensation | Governance & Compliance | Technology |
|---|---|---|---|---|---|
| Regular + Special | 7 | 9 | 5 | 4 | 4 |
- Board service limitations: No director may serve on >4 other public boards or on >3 audit committees without Board approval; Board previously permitted Dockendorff’s >3 audit-committee service given his CFO/audit expertise; as of May 1, 2025, he no longer serves on >3 audit committees .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board Retainer | $55,000 | Standard non-employee director cash retainer . |
| Board Meeting Retainer | $10,000 | Covers attendance at up to 8 Board meetings; beyond 8: $2,000 per additional live meeting; $750 per additional telephonic meeting . |
| Board Chair Retainer | $250,000 | In lieu of standard Board retainer/meeting fees . |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Governance & Compliance $10,000; Technology $10,000 | Annual chair retainers . |
| Committee Meeting Fees (Members) | Audit $12,000 (up to 12 meetings); Compensation $9,000 (up to 8); Governance & Compliance $6,000 (up to 8); Technology $6,000 (up to 8) | Annual meeting attendance fees . |
| Dockendorff Director Compensation | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $103,000 | $103,000 |
| Stock Awards ($) | $199,984 | $199,954 |
| Total ($) | $302,984 | $302,954 |
Performance Compensation
- Structure: Each non-employee director is eligible for annual equity grants with an approximate value of $200,000 in RSUs vesting on the first anniversary of grant; directors elected outside the annual meeting receive prorated RSUs .
- No performance-based metrics: Director equity awards are time-based RSUs; no revenue/EBITDA/TSR metrics are applied to director compensation .
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Aug 4, 2023 (FY 2024) | RSUs | 2,226 | $199,984 | RSUs vest on first anniversary . |
| Jul 25, 2024 (FY 2025) | RSUs | 2,207 | $199,954 | RSUs vest on first anniversary . |
| Jul 24, 2025 | RSUs | Not disclosed | Not disclosed | RSU award reported on Form 4 . |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Hologic, Inc. | Director | Current | Listed in HAE proxy . |
| Keysight Technologies, Inc. | Director | Current | Listed in HAE proxy . |
| Boston Scientific Corporation | Director | Prior | Listed in HAE proxy . |
| Compensation Committee Interlocks (HAE) | None | FY 2025 | No interlocks or insider participation among HAE Compensation Committee members . |
Expertise & Qualifications
- Retired CFO of a large global healthcare products firm (Covidien/Tyco Healthcare) with deep experience in accounting, financial management/planning, enterprise risk management; brings healthcare industry finance leadership .
- Audit committee financial expert; independent and financially literate under NYSE standards .
- Other public board experience enhances perspective; governance and compliance involvement at HAE .
Equity Ownership
| Ownership Item | Amount | As of/Notes |
|---|---|---|
| Beneficial Ownership (shares) | 22,348 | As of May 27, 2025; includes equity deliverable within 60 days . |
| Percent of Class | <1% | Based on 48,041,228 shares outstanding . |
| Trust Holdings (included above) | 17,915 | Held in a revocable trust; Dockendorff is joint trustee . |
| Unvested RSUs (outstanding) | 2,207 | Unvested RSUs at fiscal year-end Mar 29, 2025 . |
| Ownership Guidelines | Non-employee directors: 5x annual cash retainer; Board Chair: 2x director threshold | Policy; compliance status “Compliant” for directors as of FY 2025 . |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Aug 4, 2023 | Grant (RSUs) | Annual director RSU award | 2,226 | N/A | Aggregate grant-date fair value $199,984; vests in 1 year . |
| Jul 25, 2024 | Grant (RSUs) | Annual director RSU award | 2,207 | N/A | Aggregate grant-date fair value $199,954; vests in 1 year . |
| Jul 24, 2025 | Form 4 | RSU award reported | Not disclosed | $0.00 | Statement of changes in beneficial ownership filed; RSU grant reported . |
Governance Assessment
- Strengths: Independent audit chair with CFO pedigree and SEC “financial expert” designation; robust committee oversight of financial reporting, internal controls, auditor selection, and related-party reviews . Consistent director pay structure with modest cash retainer, meeting-based fees, and time-based RSUs; no perquisites or retirement benefits for directors . Share ownership policy (5x retainer) and “Compliant” status for non-employee directors supports alignment; Dockendorff holds shares and unvested RSUs; beneficial ownership <1% of outstanding shares .
- Watch items / potential red flags: Prior simultaneous service on the audit committees of three other public companies (capacity risk); HAE Board explicitly determined it did not impair his effectiveness and as of May 1, 2025 he no longer serves on >3 audit committees . Beneficial ownership is relatively small in percentage terms (<1%), though policy-based ownership targets are met .
- Conflicts/related-party: No transactions requiring disclosure under Item 404(a) during FY 2025; Audit Committee reviews any related-person transactions under a written policy .
- Engagement: Board and committee activity levels were elevated (e.g., Audit met 9 times); directors attended ≥75% of meetings and attended the 2024 Annual Meeting; independent executive sessions held quarterly .
Overall signal: Strong audit governance and independence with deep finance expertise; prior multi-board audit workload mitigated. Compensation and ownership frameworks align director incentives with shareholder interests, with no related-party exposures disclosed .